FRANCHISE AGREEMENT By and Between the CITY OF’ CARIBOU, MAINE and TIME WARNER CABLE JULY 1, 1996 RENEWAL FRANCHISE GRANTED BY THE CITY OF CARIBOU, MAINE i’O TIME WARNER CABLE THIS AGKEEMENTentered into this 1st day of July, 1996 by and between the CITY OF CARIBOU,a municipal corporation organized and existing under the laws of the State of Maine (hereinafter referred to as "City"), and TIMEWARNER CABLE(Formerly Paragon Cable) a partnership duly organized under the laws the State of Maine with a place of business at 272 Main Street, Caribou, Maine (hereinafter referred to as the "Company"), WITNESSETH WHEREAS,the City and Companyentered into an agreement dated July 1, 1981 pursuant to which the Companyhas constructed and operated a cable television system in the City; and WHEREAS,tile municipal officers in furtherance of their ~tatutory authorization to contract for the granting of a non-exclusive franchise to construct, operate and maintain a cable television system in the City, and in accordance with the CATV Ordin;mce of the City, wish to renew by contract such franchise to the Comp;my; and NOW,TIt’EREFORE, tile p’,lrtics hereto agree in consideration of the promises, mutual covenants and other good ’rod valuable consideration as follows: Whereused within this contract, unless the context clearly indicates otherwise, the following words and terms shall have the meaning indicated below: a. "CommunityAntenna Television System", hereinafter referred to as "CATVSystem" or "system", means a system of coaxial and/or fiber optic cables or other electrical conductors and transmission equipment used or to be used primarily to receive television or radio signals directly or indirectly off the-air and other communications services and transmit them to subscribers for a fee. b. "Company" is the said Time Warner Cable, a Maine Partnership organized as Time Warner Cable having its principal office at 272 Main Street, Caribou, Maine, 04736, a subsidiary of Time Warner Cable Inc., a duly organized aud existing Delaware corporatio~l having its principal offices at 300 First Stamford Place, Stamlbrd, Ct. 06092~6732, or any person who succeeds it in accordance with the provisions of this Franchise. c. "Person" is any person, firm, partnership, association, corporation, company, or organization of any kind. d. "pot,,ntial Subscriber Residence" is any year-round single-thmily . / dwelling unit including dwelling units within multi-family buildings. e. "City Council" shall mean the City Council of Caribou or an official ’9 authorized to administer the terms, provisions and regulations of this franchise. 2. GRANT OF FRANCHISE The City hereby renews the Company’sfranchise, right, privilege, authority and easement for a period of fifteen (15) years from tile effective date hereof, renewal for all additional ten (10) year period as provided herein, unless sooner terminated pursuant to the provisions of this Franchise, to acquire, construct, erect, suspend, install, renew, mahltain, repair, replace, extend, enlarge and operate throughout the City in~ upon, along, across, above, over and under the streets, alleys, easements, public ways and public places as now laid out or dedicated, and all extensions thereof and additions thereto in the City, a system of poles, wires, cables, underground conduits, trenches, conductors, amplii)ring equipment, manholes, fittings, and ally and all other fixtures, appliances and appurtenances necessary for the installation, maintenance and operation in the City of a cable television (CATV) system, and to make connections to subscribers to the system, either separately or in the conjunction with an) public utility maintaining the same in the City. This Franchise shall filrther include the right, privilege, easement, and authority to construct, erect, suspend, install, lay, renew, repair, maintain and operate such poles, ~vires, cables, undergroundconduits, manholes, duct~, trenches, fixtures, appliances and appurtenances for the purpose of distribution to inhabitants within the l~mits of the City. The said rights are granted herein by the City after due consideratit ....... :1 approval of the legal, character, financial, technical, and other qualifications of the Company. The City reserves the right to grant franchises to other telecommunications companies at its discretion. The City hereby warrants that to the exteut allo~vable by applicable law it will require franchises to be procured by all other multiple chaunel video providers who offer service to any Caribou resident. If the City grants a cable franchise to anyone other than the Company,to the extent that the franchise is in whole or in part inconsistent with such other cable franchise, then, at the Company’s option, the Company’s franchise shall be automatically amended or conformed in whole or in part at the Company’ssole discretion, as the case may be so that it is no less favorable than the most favorable franchise granted to any other entity. 3, C )MPLIANCE WITH APPLICABLE LAWS AND ORI)INANCE~ The Companyshall at all times during the life of this Franchise be subject to all lawful exercise of the police power by the City and to such reasonable regulation by the City as the City shall hereafter provide. The Companyshall comply with all laws, statutes, codes, ordinances, rules, or regulatio1~s applicable to its business including those of the Federal Communication Commission (FCC) and will comply with the Equal Employment Opportunity Act. / 4. Ef, TECTIVE DATE AND TERM a. lnitinl Term lind Ext~ This Fratlchise shall take effect and be in full f"-’~i" from and nfter the tst day of,luly, 1996, immediately following the exl?iration of the current agreement, and said Fra~lchise shall continue i~l full force and effect for a term of fifteen (15))’cars upon the terms and conditions as herein set forth. An option for renewal fi~r an additional ten (10) year period may be exercised by the Companyby giving the City notice ill writing of its election to exercise this option, which notice shall be given not less than one (1) year nor more than two (2) years prior to the expiration of the of this Franchise, provided that any such renewal shall be upon conditions mutually acceptable to both parties after public proceedings affording due process. This Franchise, when accepted by the Company, shall be and become a valid and binding contract between the City and the Company, but this Franchise shall be void unless the Companyshall, within sixty (60) days after execution of the same by the City, file with the City Council of the City of Caribou a fully executed original copy of this Franchise. 5. ]~;X’I’ENSION OF S YSTELMWITHIN CITY BOUNDARIES a. Extensions to the initial cable television system will be provided to contiguous areas whenever the average density of such additional contiguous areas is either forty (40) residential units per mile, or twenty (20) subscribers per mile who sign two-year irrevocable service agreements. In any event, if a group of residents, who would be served by an extension, whose density in the contiguous area is less than forty (40) residential dwelling units per mile, or~ twenty (20) subscribers per mile, desire service and present a request tbr serwice to the Fr,mchisee, the Franchisee will prepare a cost estimate of the extension through the contiguous area and divide the cost by the normal densJty of twenty (20) subscribers per" mile to establish the normal unit extct: ";’’+’ +ost. It will then divide the samecost estimate by the density per utile in the contiguous area of those requesting service to establish the actual unit extension cost. The difference between the actual unit extension costs and the normal unit extension costs shall becomea special installation fee. The Franchisee shall construct such extension if persons requesting the service agree tO pay such special installation fee and sign irrevocable service agreements for a two-year period. The Franchisee shall construct such extension within six (6) months provided there is no delay caused by acts God, force majeure, labor strikes or other circumstances beyond the reasonable control of the Franchisee. b. In the event the Franchisee constructs such an extension where subscribers pay a special installation lee calculated as outlined in paragraph (a) above, the Franchisee shall maintain separate.records on each such extension for a period of three (3) years alter its completion. During such three (3) year period, as additional subscribers caused by any such extension request cable service, they shall pay a special installation fee equal to one- half of the original special installation fee charged to the original subscribers. The amount as received by the Franchisee shall be returned to the original subscribers received on a cumulative alnount equal to one-half the original special installation fee. The refund to original subscribers may be made in the form of a credit against their normal service charges at the option of the Franchisee. G. LIA!31L!TY AND INI)ES1NIFICATION a, The Franchisee shall pay all damages and penalties which the City may legally be required to pay as a result of granti~g this franchise. These dam: ..... r penalties shall include, but not be limited to, damagesarising out. of the installation, operation or maintenanceof the c:lblc television system, whether or not any act or omission complained of is authorized, ’allo~ved or prohibited by this chapter. This provision includes, but is not 6 limited to, actions brought by subscribers to the cable television